R. Judson Scaggs, Jr.

Partner

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(302) 425-3014 F

R.J. successfully argued the appeal of one of the seminal cases addressing the disclosure duties of Delaware directors. This case was deemed one of the twenty most important corporate law cases in the history of the court in the Delaware Supreme Court Golden Anniversary volume.

For 30 years, R.J. has concentrated his practice on the litigation of corporate law issues and business disputes. He defends corporate directors against breach of fiduciary duty claims and litigates challenges to mergers, acquisitions, recapitalizations and other strategic corporate transactions.

His case load over the years has included numerous class and derivative matters as well as a variety of corporate and alternative entity (partnerships, limited liability companies, limited liability partnerships) disputes, including actions seeking inspection of books and records, indemnification of officers and directors, challenges to the election of directors, dissolution, liquidation, appointment of trustees and many others.

He served as lead counsel in Malone v. Brincat. He argued the appeal addressing the disclosure duties of Delaware directors. This case was included in the Delaware Supreme Court Golden Anniversary volume as one of the twenty most important corporate law cases in the history of the Court.

R.J. also has extensive experience in litigation concerning technology and license agreements, trade secrets, interference with contractual relations and other business torts. He also has successful experience in administrative litigation related to regulatory matters, such as utility rate-making and environmental permitting.

He is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits. He also has been an adjunct faculty member of the Villanova University School of Law, where he taught advanced contract drafting, merger agreements and related topics.

R.J. is chairman of the Delaware State Bar Association’s Lawyer Assistance Committee, which assists Delaware lawyers affected by substance abuse, mental illness or other life issues. He provides pro bono legal services through the Delaware Volunteer Legal Services Program and is on the Firm’s pro bono committee. R.J. also is a volunteer and former chairman for Good Neighbors Home Repair, a Christian charity working to make the homes of the needy warmer, safer and drier.

Honors

  • Chambers USA: Guide to America’s Leading Lawyers, Ranked for Chancery in Delaware (2015-2019)
  • The Legal 500 US, Mentioned in for mergers and acquisitions litigation defense work (2016, 2018-2019)
  • The Best Lawyers in America, Listed as a leading Delaware commercial litigation attorney (2009-2020)
  • Delaware Super Lawyers, Selected for inclusion in business litigation (2013-2019)
  • Corporate Counsel, Selected as one of its Top Lawyers in “Bet-The-Company” litigation (2009)

Professional Activities

  • American Bar Association
  • Delaware State Bar Association
    • Corporation Law Section
    • Litigation Section
    • Lawyer Assistance Committee (Chairman)

Community Activities

  • Delaware Volunteer Legal Services Program
  • Good Neighbors Home Repair (Volunteer and Former Chairman)

Representative Matters

  • Acted as sole lead counsel in successfully defending incumbent managers of a Delaware limited liability company, Kettner Investments, LLC, in an expedited control contest. Llamas v. Titus, et al., C.A. No. 2018-0516-JTL (Del. Ch. June 18, 2019)
  • Represented View Inc. in litigation challenging the validity of the venture-capital-backed start-up’s capital structure. The case involved an application of the relatively new Delaware corporate law statute (Section 204) allowing for the ratification of past defects in authorization for corporate acts. Paul Nguyen v. View, Inc., C.A. No. 11138-VCN and In re View, Inc. Litigation, Del. Ch., C.A. No. 2017-0762
  • Successfully represented The HC Companies in post-closing indemnification dispute, securing Motion for Partial Summary Judgment in case involving breaches of representations and warranties arising from the sale of equipment and machinery via an asset purchase agreement. The HC Companies, Inc. v. Myers Industries, Inc., C.A. No. 12671-VCS
  • Prosecuting claims for breach of releases seeking recovery of more than $100 million in legal fees expended to defend unsuccessful litigation brought in Guernsey. Carlyle Investment Management LLC v. Moonmouth Company S.A., CA No. 7841-VCMR
  • As lead counsel, argued and prevailed in seminal case before the Delaware Supreme Court (en banc) addressing disclosure duties of directors under Delaware law. Malone v. Brincat, 722 A.2d 5 (Del. 1998)
  • Counsel for directors of a global biopharmaceutical company with $90 billion market capitalization in successful defense of derivative claims. Fernicola v. Hugin, C.A. No. 11748-VCMR (2016)
  • As lead counsel, argued, prevailed and made new law in case before the Delaware Supreme Court concerning the distinction between corporate derivative claims and direct class action claims. Gatz v. Ponsoldt, 925 A.2d, 1265 (Del. 2007)
  • Lead counsel prosecuting claims on behalf of Accredited Home Lenders, a sub-prime mortgage lender, to require Lone Star Fund to consummate a merger agreement. Case settlement included closing of the merger. Accredited Home Lenders Holding Co. v. Lone Star Fund V (U.S.), L.P., C.A. No. 3160-VCL
  • Counsel in successful defense of action seeking to force closing of merger transaction. Alliance Data Systems Corp. v. Blackstone Capital Partners V, L.P., et al., C.A. No. 3796-VCS
  • Lead counsel in obtaining jury verdict in Delaware Superior Court enforcing complex financial obligations of company in favor of venture capital investor. Athenian Venture Partners I, et al. v. GMG Capital Investments, LLC, C.A. No. 08C-04-084-DCS (Del. Super. March 25, 2013)
  • Counsel in precedent-setting case related to the duties of directors in tender offer transactions. In re Siliconix Shareholders Litigation, 2001 WL 716787 (Del. Ch. June 19, 2001)
  • Trial and appellate (argued) counsel in expedited, precedent-setting action seeking determination of proper members of board of directors. Klaassen v. Allegro Development Corp., C.A. No. 8626-VCL
  • Lead trial and appellate counsel in dispute regarding demand for a list of partners of limited partnership. Parkcentral Global LP v. Brown Investment Management LP, No. 288, 2010
  • Obtained injunction against proceeding in Georgia state court based on Delaware forum selection provision in asset acquisition agreement. Weiner v. Milliken Design, Inc., C.A. No. 9671-VCP
  • Lead litigation counsel in obtaining first order granting correction of corporate irregularities under new Delaware statute, which facilitated an initial public stock offering. In re Trupanion, Inc., C.A. No. 9496-VCP
  • Lead counsel in successful defense of motion for temporary restraining order seeking to halt marketing and sales of pharmaceutical based on alleged breaches of license agreement. Case settled after TRO decision. Glenmark Generics, Inc. USA, et al. v. Astellas Pharma Europe B.V., et al., C.A. No. 8984-VCP
  • Acted as counsel to Carlyle investment management in obtaining injunction against a proceeding in Kuwait based on forum selection provision in investment agreement, which was affirmed on appeal. Carlyle
  • Investment Management, LLC v. National Industries Group, C.A. No. 8580-VCN (Del. Supr. Ct., en banc, May 29, 2013)
    Lead counsel in successful defense of claims seeking dissolution of a limited liability company. Lalonde v. PBM Capital Investments LLC, C.A. No. 8580-VCN
  • Counsel to defendant in defeating motion for temporary restraining order that would have required continuation of services under acquisition agreement. Plaintiff abandoned all claims after TRO decision. Eurofins Botanical Testing US, Inc. v. Chromadex Corp., C.A. 2018-0592-CB (2018)
  • Lead counsel in obtaining favorable post-trial decision on claims for alleged breaches of a technology licensing agreement. eCommerce Industries v. MWA Intelligence Inc., C.A. No. 7471-VCP (Del. Ch. Oct. 4, 2013)
  • Acted as lead counsel in defending multiple post-merger appraisal proceedings. Kettleton Multi-Year Holdings v. Sourcefire LLC, C.A. No. 9157-VCL; Quadre Investments, L.P. v. LCA-Vision Inc., C.A. No. 9646-VCP; Kettleton Multi-Year Holdings LLC vs Sourcefire LLC, C.A. No. 9157-VCL
  • Counsel as part of team that prevailed in trial over post-closing tax adjustments in corporate acquisition. Cyber Holding LLC v. CyberCore Holding, Inc., C.A. No. 7369-VCN
  • Lead counsel in successful enforcement of environmental indemnity provision in an asset acquisition agreement. Lucite International, Inc. v. E.I. du Pont de Nemours and Company, C.A. No. 2.09-CV-02279 (W.D. Tenn. May 5, 2011)

News

35 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2020

Wilmington, DE (August 15, 2019) – Thirty-five Morris Nichols attorneys were selected for inclusion in the 2020 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 94,000 eligible attorneys. Seven firm attorneys received “Lawyer of the Year” designations (noted with an asterisk below).... Continue Reading

The Legal 500 Recognizes Morris Nichols Among Leading U.S. Law Firms for M&A

Wilmington, DE (May 29, 2019) – The Legal 500 United States released its 2019 edition today. Morris, Nichols, Arsht & Tunnell LLP is once again “highly rated” in the nationwide guide to the foremost law firms in the United States. “One of the best firms in Delaware generally,” says one prominent source, “with particular strength in... Continue Reading

15 Morris Nichols Attorneys Selected for Inclusion in 2019 Delaware Super Lawyers

Fifteen Morris Nichols attorneys have been selected for inclusion in 2019 Delaware Super Lawyers.  Derek C. Abbott and William M. Lafferty appear on the “Top 10” list recognizing the Delaware lawyers who received the highest point totals – with Bill designated as the “Number One” attorney on the Top 10. In addition,... Continue Reading

Chambers USA 2019 Ranks Morris Nichols Top Tier for Four Delaware Practices; 26 Attorneys Named Leading Delaware Practitioners

Wilmington, DE (April 25, 2019) – The 2019 edition of Chambers USA: America’s Guide to Leading Lawyers for Business has again ranked Morris, Nichols, Arsht & Tunnell LLP as a leading Delaware law firm in four practice categories. For more than a decade, Morris Nichols has consistently been ranked Band 1 in Chambers’ Delaware tables for... Continue Reading

33 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2019

Wilmington, DE (August 15, 2018) – Thirty-three attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2019 edition of The Best Lawyers in America®.  The results are based on peer-review evaluations from more than 87,000 eligible attorneys. Three firm attorneys earned “Lawyer of the Year” designations... Continue Reading

The Legal 500 Ranks Morris Nichols Among Top U.S. Law Firms for M&A

Wilmington, DE (May 31, 2018) – The Legal 500 United States 2018 has ranked Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the leading law firms in the United States. This is the fourth year in a row that Morris Nichols earned recognition in two mergers and acquisitions categories—“Dispute resolution: M&A:... Continue Reading

17 Morris Nichols Attorneys Selected for Inclusion in 2018 Delaware Super Lawyers

Wilmington, DE (May 18, 2018) – Seventeen Morris Nichols attorneys have been selected for inclusion in 2018 Delaware Super Lawyers.  William M. Lafferty was ranked number one on the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, Andrew R. Remming, and... Continue Reading

Chambers USA 2018 Recognizes Morris Nichols as Top-Tier Delaware Law Firm

Wilmington, DE (May 3, 2018) – Morris, Nichols, Arsht & Tunnell LLP has been ranked Band 1 in four Delaware practice categories in the 2018 edition of Chambers USA: America’s Leading Lawyers for Business. The firm was ranked in the highest tier for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and... Continue Reading

32 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2018

Wilmington, DE (August 15, 2017) – Thirty-two attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2018 edition of The Best Lawyers in America®.  The results are based on peer-review evaluations from more than 83,000 eligible attorneys. Six firm attorneys earned “Lawyer of the Year” designations (noted... Continue Reading

Chambers USA 2017 Ranks Morris Nichols Band 1 in Four Delaware Practice Areas; 23 Morris Nichols Attorneys Recognized Among the Best in Delaware

Wilmington, DE (May 26, 2017) – The 2017 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property. Twenty-three... Continue Reading

16 Morris Nichols Attorneys Selected for Inclusion in 2017 Delaware Super Lawyers

Wilmington, DE (May 12, 2017) – Sixteen Morris Nichols attorneys have been selected for inclusion to the 2017 Delaware Super Lawyers list.  William M. Lafferty was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, and Curtis S. Miller were... Continue Reading

31 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2017

Wilmington, DE (August 15, 2016) – Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2017 edition of The Best Lawyers in America®.  The results are based on peer-review evaluations from more than 79,000 eligible attorneys. Six firm attorneys earned “Lawyer of the Year” designations (noted... Continue Reading

Chambers USA 2016 Ranks Morris Nichols Band 1 in Four Delaware Practice Areas; 25 Morris Nichols Attorneys Recognized Among the Best in Delaware

Wilmington, DE (May 27, 2016) – The 2016 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property. Twenty-five Morris... Continue Reading

17 Morris Nichols Attorneys Selected for Inclusion in 2016 Delaware Super Lawyers

Wilmington, DE (May 13, 2016) – Seventeen Morris Nichols attorneys have been selected for inclusion to the 2016 Delaware Super Lawyers list.  Jack B. Blumenfeld was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, D. McKinley (Mac) Measley, Curtis S. Miller, and Matthew R. Clark were recognized as... Continue Reading

30 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2016

Wilmington, DE (August 17, 2015) – Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2016 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 79,000 eligible attorneys. Jack B. Blumenfeld was named the Best Lawyers® 2016 Litigation-Intellectual... Continue Reading

Chambers USA 2015 Ranks 23 Morris Nichols Attorneys and 4 Practice Groups Among the Best in Delaware

Wilmington, DE (May 19, 2015) – The 2015 edition of Chambers USA: America’s Leading Lawyers for Business ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property. Twenty-three Morris Nichols... Continue Reading

16 Morris Nichols Attorneys Selected for Inclusion in 2015 Delaware Super Lawyers

Wilmington, DE (May 15, 2015) – Sixteen Morris Nichols attorneys have been selected for inclusion to the 2015 Delaware Super Lawyers.  Jack B. Blumenfeld was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Curtis S. Miller and Matthew R. Clark were recognized as 2015 Delaware Rising Stars. Morris... Continue Reading

28 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2015

Wilmington, DE (August 18, 2014) – Twenty-eight attorneys from Morris, Nichols, Arsht & Tunnell were selected for inclusion in the 2015 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 50,000 attorneys. Two partners received special recognition as 2015 Delaware Lawyer of the Year: Jack... Continue Reading

17 Morris Nichols Attorneys Selected For Inclusion in Super Lawyers- Delaware Edition 2014

Wilmington, DE (May 19, 2014) – 17 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013. Jack Blumenfeld and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list. In addition, attorneys Eric Klinger-Wilensky and Curtis Miller were recognized as 2014 Delaware... Continue Reading

Morris Nichols Attorneys Named to 2014 Best Lawyers in America - 60 Practice Specialty Selections; 22 Top-Listed Practice areas; 5 Delaware Lawyers of the Year

Wilmington, DE (August 21, 2013) – Morris Nichols is pleased to announce that two thirds of the firm's partnership have been selected for inclusion in the 2014 edition of The Best Lawyers in America.  The firm was noted for 60 individual specialty selections, 22 "Top-Listed" practice specialties, and five individual 2014 Delaware Lawyers of the... Continue Reading

Morris Nichols Caps Successful Seven-Day Jury Trial in Athenian Venture Partners Dispute

Wilmington, DE (June 28, 2013) – R.J. Scaggs, Morris Nichols Corporate and Business Litigation partner, and associate Karl Randall, headed the Morris Nichols trial team that represented Athenian Venture Partners, I, L.P. and Athenian Venture Partners II, L.P. in their successful breach of contract dispute against GMG Capital Investments, LLC,... Continue Reading

22 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers - Delaware Edition 2013

Wilmington, DE (May 23, 2013) – 22 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013.  Rick Alexander and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who... Continue Reading

28 Morris Nichols Attorneys Named to The Best Lawyers in America 2013

Wilmington, DE (August 31, 2012) – 28 Morris Nichols attorneys have been named to The Best Lawyers in America 2013 in twenty two practice areas. Morris Nichols lawyers were selected for outstanding reputations and distinguished work in their practice areas based on a confidential peer-review survey of the top attorneys in the country, according... Continue Reading

Articles

Events

2nd Annual Northeast M&A and Private Equity Forum

Thomson Reuters will host the 2nd Annual Northeast M&A and Private Equity Forum in Boston on Dec. 3, 2014.  Morris Nichols is a sponsor and partners Andrew M. Johnston and R. Judson Scaggs, Jr. will participate as faculty. The program will showcase collective insight on trends, issues and challenges on deal activity and transactions in the... Continue Reading

10th Annual Southeastern M&A/Private Equity Forum

Thomson Reuters will host the 10th Annual Southeastern M&A/Private Equity Forum in Atlanta on Oct. 2, 2014. Morris Nichols is a sponsor. Morris Nichols partners, Andrew M. Johnston and R.J. Scaggs, Jr. will participate in the panel discussion “Key Developments in Delaware Fiduciary Duty and M&A”. The session will cover recent... Continue Reading

2014 Midwestern M&A and Private Equity Forum

Thomson Reuters presents the 2014 Midwestern M&A and Private Equity Forum in Chicago on May 14, 2014.  In the session "The Resurgence and Impact of Tender Offers in M&A," Morris Nichols partner Andy Johnston serves as moderator and partner R.J. Scaggs serves as speaker.  They will discuss the growth in frequency of tender offers within... Continue Reading

DSBA Seminar: Your Law Practice – Staying on the Right Side of the Rules

R.J. Scaggs, Morris Nichols Corporate and Business Litigation partner, served as a featured speaker on the Hanging Out and Taking Down that Shingle – Or Just Hanging By A Thread panel at the Delaware State Bar Association seminar, Your Law Practice – Staying on the Right Side of the Rules, held at the DSBA Conference Center, Wilmington, DE, on... Continue Reading